A Complicated Flame
by GoldenHusky
Summary: Spidey is back! It seems he has inherited a problem Doc Ock created. Black Cat is free and vengeful! UPDATE:SO I actually forgot to upload the redone chapter 3 along with Chapter 5 HERE!
1. Chapter 1

**Disclaimer: I do not own the comic or idea of spider-man in any way form or fashion this is pure fiction that I wrote for my and your enjoyment. **

**This is in fact my first FanFic I have ever written ever. I am a huge fan of the spider-man comics. I liked Gwen Stacy and was really sad she died. I never really liked Mary Jane at all. I was a huge fan of Black Cat though. I waited till the superior spider-man series finished up to put this out there. I do want to see how the fall out between spider-man and Black Cat goes in the comics so I may rewrite this story depending on how that issue pans out. I really hope you enjoy this first chapter of what I hope to be long story.**

Only a few weeks ago Peter Parker got his life back from Doc Ock. No longer having to fight the consciousness of Doc Ock for control ; P eter basked in the surrealism of having a body again. The first thing he did in the morning was look in the mirror and touch his face to assure himself. He strolled through his apartment and admired the things that Ock had put in it.

"I may not like what the Ock did with my life but, I have to admit we share some taste in belongings." He said as he went to his closet to put on his old suit. Not a moment after he put it on he sprinted toward the open window and leapt out into the bustling city that was New York. Playing it dangerously he web zipped himself only a mere inch of the ground and propelled to the nearest sky scraper. By the end of the day only a car robbery and some petty mugging was what kept him busy. Satisfied with the patrolling he had done he web swung back to his apartment; slow enough to enjoy the breeze of the cool night air. Once he reached his window he climbed in and congratulated himself on a good days work. Once he was dressed he took another good long look around his apartment.

He wondered why Ock never moved to a bigger place being a CEO now. After looking around on the real estate website for apartments he found one. The entire time he was packing his things he could feel something watching him. A buzz at the door distracted took his attention. He shrugged off the feeling and let the movers in. Within the next week Parker moved out of his small place to the considerably larger apartment uptown close to the buzzing noises of Time Square. As he walked over to his deck balcony to take in the sights he could feel he was being watched. With the smell strong perfume which he really liked he knew it could only be one cat out this late at night.

A pair of sultry claws tapped impatiently on the building overlooking Peter's apartment. Trying desperately to not die of boredom her eyes lingered on to the pair of windows that belonged to the newly made CEO's home. She wasn't at all happy with what spider-man did to her. She wanted to hurt him bad. At the same time she wanted to know why he hurt her. He was never like that. They had always played or well…..she played and he gawked. She had a weak smile on her face but it turned to a frown and determination. She was going to find out what happened to her lover. But she wasn't going to talk to the web head and risk losing another tooth. She would ask the one who seemed to everything about the wall crawler.

When he noticed she had gone he left it as it was and went to sleep. The next day Peter met up with Ms. Marconi to talk. A couple weeks back she approached him with the news she knew he was spider-man and her relationship with Doc Ock. He felt sorry for her that he didn't hold the feelings Ock had for her but they did make good friends. Once she reached some closure with the conversation Peter went on his way to meet up with his Aunt May to catch up. After lunch with his Aunt, Peter got news a special radioactive isotope was being delivered to the lab. On the way there he had a deep feeling in his gut that this could not be good. After dealing with signing off the extremely dangerous material they needed for a special project. I

As the night crept over the city and he being the only one in the lab he couldn't help but enter the chamber they kept the isotope in to observe it. As he approached it gave off a strange tinge of blue in the small container it was held in. The closer he got it beckoned him more and more and as his hand was mere inches away a sultry voice spoke catching him off guard.

"A little curious are we?"

Black Cat walked out of the shadows completely surprising him. They circled the table staring at each other. Peter was questioning why his spidey sense didn't alert him. Felecia was trying to get a read on him but only received mixed signals in his face. At the same time she could feel an eerie closeness to him. He broke the silence first trying not to stammer.

"What are you doing here?"

"I was curious" she spoke in low tone.

He made a wary smirk and chose to make a joke. "Don't you know?" he gave a long pause before finishing" curiosity is what killed the cat".

At first she tensed up at him thinking it was threat but realized he made a bad joke…..the kind he made….

"Did you start taking lessons from the spider in humor?" she said dryly.

"I just thought it was appropriate and again why are you here?"

She paced with a pensive face, thinking of what to do. While he stood there he could feel the radioactive material calling to him.

When she noticed his eyes wander to the material on the table she spoke to get him out of his trance.

"Usually I don't have to ask for attention from men but I see your work is more important."

He hesitated first and spoke trying to find his words. I-I…..sorry I'm just a little light headed.

"I came here to talk to you"

He tried to play it smart, remembering she didn't know he was him. "Me? What for?"

She spoke straight and to the point.

"You know spider-man right?"

"I worked with him, yes"

"I want to know when he became the monster that he is"

"What are you talking about" Now she had his attention

She told him of her encounter with spider-man and how he betrayed her and knocked a tooth out of her mouth. She also asked about his very brash actions in the past months.

"No one told you then…" he spoke cryptically with regret.

He sat down and let out a frustrated sigh.

"I have a bit of a story for you"

It had been a long time since peter had seen Felicia Hardy. He was not aware that she and spider-man had an encounter. As he stood there frozen he scanned her for any reaction. He was received with a deadpanned look. Nothing, there was absolutely nothing coming from her. Then he could see her face turn to a deep scowl and the sound of the leather squeezing as her hand enclosed into a tight fist. She pounded her had onto table in front of her cracking the surface.

She paced furiously and began speaking to herself.

"NO! I don't believe you"

"It's the truth" he spoke in an apologetic tone trying to calm her down.

"NO! no no no NO! He is just like the rest! He betrayed him. All this time just to toy with me and gain my trust"

"That's not true you two were together before right, he wouldn't do that to you!

She was yelling louder now "I don't know what to believe anymore! I can't even remember the man behind the mask!"

With those words he made a realization, that it wasn't good for some who didn't remember he was spider-man. He began so speak lowly to console her.

"I don't really know what to say but you trust him don't you?"

She shook her head slowly then spoke firm.

"No, not after this,not after he betrayed me. I have to know though; I have to know for sure"

He spoke carefully trying to figure out what she was going to do next. "What are you going to do?"

She spoke calm clearly with plan in mind. "What I do best and I guess I'll start with this considering the history you have with him." She reached quickly for the small tube that held the highly dangerous isotope.

Peter reacted just as fast to reach for it and exclaimed "No don't its volatile!"

Both of them had taken a hold of it, not planning on letting go.

"Let go of it!" she yelled.

"It isn't yours to take!"

The rising tension between the two peter couldn't control his strength and even being around her made him unnerved.

Glass cracked and shattered in their hands as they both fought for it. The glass cut Cat's hand letting the isotope seep in to the wound. With peter having more resistance it didn't cut him but it still got into his system through his skin.

A sudden surge of immense pain came through both of their bodies causing them to thrash about. In his moment of hysteria Peter knocked over liquids that when combined create a combustible reaction. When he began to stir he could hear a fire alarm and people rushing into the lab. In his disoriented state he could make out claw marks around the lab and a broken window. He had gathered that she got away and something happened to her. He slowly rose to his feet but fell immediately. He needed to get out of the lab. Every step he took was fire to all of the muscles in his body. The fire was spreading around the more dangerous chemicals.

The secured lab area exploded behind him cindering his back and sending him flying down the corridor. The footsteps were coming closer and closer and he attempted to call out but his voice came out hoarse, his throat burned "he….lp". His body boiled with pain and he couldn't understand why. Deep down he could feel something stirring under the surface of his skin.

Pain had enveloped his entire being and slipped into unconsciousness. The next few flashes of consciousness he was getting closer and closer to the voices. Peter wasn't moving his own body, it was moving on its own.

Before he slipped back into unconsciousness one of the lab assistants barged in with a fireman and paramedic. They knelt by his side and urged him to stay awake.

The assistant looked him in the eyes and asked" Mr. Parker what happened?"

The only response he gave came out in a slur of pained speech "Iso…..tope…..gone…..black ca-" before he could finish his statement a fit of blood filled coughing took over and his strength.

They urged him to stay awake but all of his power had left him.

He then slipped into the darkness.

_**A/N:**_** There we have it folks the first chapter of ****A Small Spark in The Embers of an Old Flame.**** Like I said in the beginning this is my first FanFic so be honest in your reviews. Remember if you like it, follow it, hate it, ignore it, or if you love it favorite it.**

**Remember to Stay Gold and of course REVIEW PLEASE**

"**Stay Gold" -**_**The Outsiders **_**by S.E. Hinton**


	2. Chapter 2: New Claws

**Disclaimer: I do not own any of the characters depicted in this story. The spider-man comic and marvel characters belong to MARVEL. This is a pure fictional storyline created for your and my entertainment.**

**A/N: Alrighty people I am back and I think this one is nice and juicy. Stay long for the ride and I am sure you will enjoy it as much as I am making it for you. You know who you are and I thank you for helping me create something unique. I also do take suggestions so give me your best folks.**

**P.S I do very much apologize for the super long delay. I'm trying to balance seeing family and friends during the summer. But I can't forget about you guys too! Special shout out to **_**highlander348 **_** for being this hopeful writers FIRST reviewer thank you sir/or madam. **

**Chapter 2: New Claws**

Pain is what brought Peter back into consciousness. Looking around his surroundings he discovered he was in a hospital. While barely awake Peter could hear many people coming in and out of his hospital room. At some point he could tell he was being moved. He heard the familiar voices of the Avengers. They stepped out of the room they left him in to talk.

"What the hell happened?" said a male voice.

"We don't know, an emergency call came through late at night. They said a fire started at Parker Industries."

"Have you seen his injuries? That was no normal fire."

The voices seemed to fade down further from wherever he was. Peter awoke slowly and found he was in. As he sat up his entire body was in pain. He used one elbow to prop himself up and the other reach for a glass of water. He didn't even sip the glass as his spidey sense went off. Out of reflex he put his hands out and found he could web zip without shooters again. A quite annoyed and now wet, Mary Jane Watson stared at him. She sat before him giving him a stern look.

He hesitantly spoke "h-hey Mary Jane…it's good to see you. Why are you here?"

She shook her head disapprovingly, as if he knew the answer. She closed her eyes for a moment, giving a slight sigh before speaking. "I care about you peter but you're just too dangerous to be around."

He shifted in his bed to get comfortable.

She spoke again" I'm just saying becareful Peter and I'll see you around"

She walked out of the door before he could say anything.

As the door shut an uncomfortable silence grew within the room. The silence was beginning to consume him when the door opened to reveal Tony Stark and Reid Richards. Following by was Johnny Storm and Captain America.

The Captain spoke first "Peter…following the recent events of the goblin attacks and your behavior you'll need to be put under careful watch from now on until further notice, understood." Not in the mood to argue, Peter just nodded his head at the statement. Once the Captain, left Stark and Richards ran some tests while Johnny asked him questions about the events preceding the accident. After telling his story Stark and Richards concluded their tests and wished him good luck and left.

He had to jump a million hoops before walking out of the medical center. Friends to medical physicians wanting to ask questions. Right now his only concern was to figure out what the isotope he was exposed to was. As he was walking he could suddenly see Mary Jane as if she was in front of him. He could tell she was being stalked and as soon as he closed in he couldn't see her anymore. He found himself aimlessly walking on the street and his surroundings completely different.

Mary Jane was surprised to run into Felicia Hardy on the Manhattan streets. It seemed more than a coincidence but she shrugged it off. However Felicia Hardy was indeed following her. She remembered that she knew Spider-Man and was going to use her to tear that web heads life apart. What she needed right now was ammo.

In a diner not too far away from the medical center Peter had been they spoke about his accident.

"Wow Mary Jane I didn't know about Peter's accident I just got in town this morning."

Mary Jane then spoke" Oh and where did you go?"

Felicia didn't want to think about her stay at the prison but couldn't help but mentally thank electro for being a complete psycho. "I had an extended stay where orange and white seemed to be the new black"

"Oh Italy, I hear that orange and white are the summer seasonal colors this year!"

All Felicia did was giving a half-hearted smile and sipped her coffee.

"Anyway, enough about me what happened to Peter?" Now was the time for probing.

"Well you know how he has his own company and all right?"

"Yes, yes I do"

"Well they got some new radioactive material that was meant for a restorative agent. It was meant to repair long term damage radiation exposure."

Now that she knew what it was she could focus on the web head. But first…..

"So how do you know all this?"

"Well I asked one of the senior employees about it and after I explained Peter and I's extended friendship they understood that I was only concerned with his health."

"Oh I see, well I hope he feels better. It was grand that I ran into you Mary but I need to get going. An old friend and I had a severe falling out and I need to get things straightened out."

Mary Jane slightly winced at the thought of a person who crossed a well-connected person such as Felicia and hoped he at least would wake up six feet above ground.

Felicia got some things out of that conversation but that still didn't explain why she could have sworn she woke up in a hospital bed and had a conversation with members of the Avengers and Fantastic Four.

Whatever the case the only way she was going to get the full story and this radioactive material she would need to make a return visit to good ol' Parker Industries.

At Parker Industries Peter was speaking to a senior employee about the accident last night.

"So is itcompletely gone, sir?" Peter shook his head and responded" yes, after the explosion and I came to the entire thing was gone." There was a pause in the conversation and as Peter took a sip of his drink he set his drink down to find he was in the diner across from the medical center and talking to Mary Jane.

He quickly reached out to her and said her name" Mary Jane!"

She disappeared and was met with his now startled employee.

The employee spoke low at first" y….yes I spoke to her she said she was a close friend and wanted to know what happened." Now they spoke with slight anxiety "I know I wasn't supposed to tell her but she seemed so worried about you and-Peter interrupted her with his hand and spoke" No, It is alright. What I do want to know is what the purpose of the isotope is. I know the basics but I want to know that when we enter the quarantined area if it will be safe. "

The employee handed him the isotopes file and left him to read it alone. He soon discovered that met under the right circumstances the isotope would have different effects. It was meant to be synthesized first then introduced to the body, slowly purge radiation poisoning. Since these circumstances weren't fully met it seemed to meld to the DNA. No testing seemed to be done with the same dosage given to multiple subjects.

Peter gave a long sigh and closed out the office and left the building.

A ventilation shaft above the table flipped open and Black Cat gracefully landed by the table. She sauntered over to the chair sat in it. She then grabbed the file and put her feet up on the desk. Now normally she wouldn't understand the whole file it being incredibly complicated but she found she understood it very clearly. It wasn't so strange for her but as she stood up she suddenly was in the elevator and heading to exact office she was sitting in. Once it reached the top floor it opened to see herself standing by the desk and file in hand. Then she snapped out of it to see Peter Parker had returned for the exact file she was holding.

.

A long silence fell over them as they just stood and stared at each other. In the silence a small and warm sensation came over the both of them. The light in the elevator illuminated the room for a brief second before it became pitch black. Suddenly, both took notice that they could not only see in the dark their eyes both glowed a jade green.

They stared at each other, "Copycat." Laughing ensued to ease the tension in the room, but was short lived.

"So what are we like twins or something with telepathy" Felicia spoke sternly first.

"No, but definitely seem to be linked mentally, would you mind terribly if I tried something?"

She gave a sultry smile and responded" as long as you're not too _rough_" she put emphasis on the rough to unnerve him.

He walked over to her and pulled out a needle from his coat pocket. He reached for her hand and she gave it to him. He slowly removed her glove and pricked her finger. At that they both winced at the slight pain. Now they both knew they felt each other's pain. The following thing he did was prick his own finger; again they winced at the pain. He walked over to his microscope and gathered the blood on two separate dishes. He took both dishes of blood and put them under a microscope. What he saw astonished him. Both of their blood cells shared a slight blue tinge like the isotope was colored with. He stepped away from the microscope to gather his thoughts. Felicia approached the microscope and glanced to have the same discovery.

"This changes nothing between me and the spider." She spoke with determination.

She walked over to the window but before she made a move he grabbed her hand and strong warmth could be felt at the contact. Their eyes grew brighter and as it seemed to come to a close she let go and she suddenly grew claws naturally from her nails. A moment later she crashed through the window and gracefully landed on the rooftop below. She stood to look at him she then yelled" Don't get in my way Peter!"

"If only the Spider-man and I weren't the same person…" Peter said very lowly that she couldn't hear. A second later she was gone and Peter sat and slumped into his chair rubbing his temples over stress.

The next day Peter rose from the pile of papers on his desk to the freezing cold air coming from his shattered office window. It was still very early and he wasn't going to get any sleep. He had read that electro had broken out of prison and in doing so also indirectly assisted in the escape of Felicia Hardy. There was still so much he needed to catch up on. Dock Ock really did a number on his good name. As usual Jonah wanted him in chains if not dead. He was surprised to see 2099 visit him. The two had a conversation. The more and more Peter learned of his recent "exploits" the more encumbered he felt. He was not going to just let this sit however; Peter would be determined to clear his reputation.

The Parker Industries employees could not understand the change of personality of their boss. He was very cold and now he was livelier than ever, it was mind boggling. Peter needed to get back in the old colors and stretch his legs; but before he can do so he needed to get the lay of the land and the research in his company.

"All right everyone how are you feeling today?" No one answered; they were too confused to and scared. "What?"

Anna broke the unbearable silence that seemed to come down upon them. "We are feeling fine sir, you?"

"I'm feeling great, so people what is on the agenda today."

A hesitant employee walked up and held out an itinerary which he grabbed enthusiastically. They mistook it as impatience and winced.

Peter panicked and tried to comfort them. "no no don't worry I'm not mad"

To ease the subject he read the list.

Among the subjects on the list there was a research project on a device that tracks specific radioactive signatures. This immediately caught his attention. This would definitely help in keep track of Black Cat as she went about.

"Anna what's the R&amp;D on this signature scanner?"

"Well it is a scanner that was in development for radioactive signatures. It was meant to be used to find volatile materials in case they were misplaced."

"What do you mean by misplaced"

"Well, we all know that development in radioactive materials is extremely dangerous and there are those who would use them for darker purposes sir. It is like our predicament for that experimental isotope we had the unfortunate luck of losing."

Anna moved closer to him and whispered to him. "Peter we should talk about that in your office"

Peter didn't like the fact that it needed to be so fact he couldn't find any solid info on it; he gathered it was better less people knew. he looked on to see the uneasy faces of his employees and thought of something to keep them busy.

"Alright, I need to have a moment with Miss Marconi. I want all of you to keep up the good work. I also want to look into these physical enhancement motors."

In his office Anna filled Peter in on exactly what the isotope was for.

"Well on the document I'm sure you read it was a restorative agent for radiation exposure." He nodded

"The thing is, is that it was actually meant for you?" Now he was intently paying attention

" 'you' had this specially made in an incredibly secret lab meant to increase the abilities of 'special' people."

"So Octavious planned to further increase my abilities."

"yes but there was a drawback, in testing it gave subjects who were given the same formula gained a kind of a mental link to one another. The strange thing is that on feline and arachnids it was most virulent. So in the formula the isotope contained Cat and Spider DNA."

"Does this mean I'm part cat now?"

"Don't interrupt me and no."

"Sorry"

"Its fine, the thing is that because the DNA only takes in certain subjects and if it didn't it purged itself from the system. The problem is that when it purges the system…"

The pause was incredibly unsettling.

"well…"

"Anna?"

"Weeeellll"

"Anna!?" Now he was really concerned

"Weeeeelllllllll"

"ANNA!"

She only muttered to him

"Fatal…"

**A/N: BAM cliffhanger! I know, I know I'm doing that thing a whole bunch of people do when writing fanfics. I WILL finish this and make it totally worthwhile. You have my word. The next chapter will be 200% faster in updating as I have the week to myself. **

**POW!BANG!KABLAM! Read it, Favorite it, Follow it, and Review it. I love you all. You will see me again soon. **


	3. Chapter 3: Surpriseor not

Chapter 3: Surprise…or not?

**Disclaimer: Any and all marvel concepts or characters belong to MARVEL. This is a purely a fictitious story made for the enjoyment of others and not meant to copy any original idea. **

**A/N: Okay, whatever used to be here was nothing but a sloppy mess that we will never speak of again, EVER! If you are just coming upon this story please tell me how you came upon it. I read ALL of my REVIEWS and consider everything said in ALL of them. This whole typing without paragraphs thing is definitely stopping this chapter. I have edited this chapter from what it had originally contained. I have edited very KEY plot points so that some misconceptions you may have not noticed reading the first time. I am SINCERELY apologizing for the BS that is my English skills right now. At first this was just something to do for fun but now I like doing it a lot. I'll be spending a LOT more time with this story. ALL of you Spidey/Cat fans such as myself will be proud of this piece from here on out. **

"Fatal…."

There was a long pause after that statement. Peter stood there for a moment before speaking plainly.

" and?" Anna, completely flabbergasted by his plain and unhindered remark yelled." WHAT DO YOU MEAN AND!? You will die."

Still unhindered by the statement Peter gave her a straight stare.

He motioned his hand expectantly. " Well?"

"What? Is dying just not surprising to you or something?"

"Yes, actually"

"Well, I don't know what to tell you then." Peter paced for a moment to think. "Well, is there a way where this won't kill me and Cat?"

"_I may be able to assist with that sir." _ Out of the door came living brain. _"From the security cameras of the interaction between you two and I have been able to surmise a solution. Please if you would please put attention to the desk display." _

Living brain treaded over Peter's desk and accessed the camera feed. Peter and Anna approached the screen and listened. "_From what I have gathered is that when the two of you made contact the DNA more attuned to the other became active. Any day now your powers will bloom but pain will course through your body as the two opposing DNA groups will fight for dominance."_

Peter contemplated for a moment before speaking. "So how does this prevent either of us from dying exactly."

"_The parts of the isotope would seek each other out if there were a way to transfer itself out of the bloodstream."_

Anna was the first to suggest something. "So a blood transfusion"

"_If they were the same blood type it would be easier, the amount of pain the two of you would be in is high."_

Peter was not reassured however. "It's not like she would willingly submit to something like this."

"Well if PETER were to convince her to do this out of her own safety she may appreciate it. If she were to be approached by Spider-Man we both know she'd rip your head off."

Peter understood what she had meant and began to leave to start his search. He spoke before the elevator door closed. "Thanks Brain, Anna, I'll need you to hold down the fort for the day while I'm gone."

Felicia had been running her operations from a condo she had stolen from a couple. They had a small fortune locked away in a safe but it was child's play for her. Even after attaining it, she wanted more, she needed more and she would have more. She set her eyes on a diamond collection. For her it was the easiest to steal, after all diamonds are a girl's best friend. The diamonds were a generous donation from a wealthy benefactor. They donated them to fund some of the damage in the city. The diamonds would be in route to the auction where they would be sold. Before that however they would be in the benefactors vault in the meantime.

It was mid-day now and Felicia was preparing for the heist. She walked over to the mirror and didn't like what she saw. From her bust to her once stylish boots her old outfit was now a tattered mess. The white fur now graying due to the conditions it was kept while she was incarcerated. "I think it is time I updated my wardrobe" Felicia affirmed.

Back at Parker Industries a curious employee was expressing their thoughts on their latest project.

"Sir why did we make this suit and weapons again"

"Well if the Black Cat is going to be on the loose again we should understand her capabilities"

"But sir this equipment is by far better than she has been reported to have"

Peter needed to come up with a better excuse.

"Well, with this more effective equipment we can make better counter measures far beyond her capabilities no?"

"Ah, I see Mr. Parker genius as always sir. I have one question though. How did you know her exact measurements again?"

"I-I uh…umm. I-I've had ample contact with the convict before in past experiences."

"Hmmm, I see sir that answers most of my questions"

His employee began to hum innocently as she walked away.

"H-hey do not get any funny ideas missy!"

"Don't worry sir I understand COMPLETELY."

She laughed a bit and exited the lab.

Peter couldn't just let his past away from him it seemed. He was pondering a few things but was interrupted by the clacking of heels.

"Come back to reap from my shame?"

Felicia Hardy answered him instead.

"Hmmm something, like that."

Peter jumped up surprised. He wondered why his spider-sense didn't go off.

"You can't really be surprised I'm here. You make something like this for little ol' me. I couldn't just stay away. You really know how to charm a girl Mr. Parker."

"Ha ha, Felicia how would you even know this was here?"

"Well I didn't, I just came here for some toys and happened upon this."

She slowly approached the case. She grew some claws and carved open the display case.

"Oh come on, there is a release latch on the side there."

All she did was shrug and remove the outfit from the case. At first he assumed she was going to just leave but she began to undress. Peter blushed a little and turned around. "No shame huh?"

She huffed and spoke "Hmmf not like it isn't anything you haven't seen before, apparently."

Catching on to her words he tried to rebuke. "Eavesdropping being added to the list of other crimes you have now?"

"Not like I have anything to lose now, Peter. Now, how do I look?"

Peter turned to see his memory had not failed him at all. An all-black leather suit encompassed her beautiful figure. Around the torso was a form fitting cat suit that was partially backless, only the area behind the neck and near the dip of her back were covered. It was zipped down all the way past her navel. On the collar was a gaudy diamond jewel. The gloves she wore had holes in the nail tips for her claws. The lower half was of the suit hugged her legs perfectly. Black fur lined the lower half of the calves. A special belt wrapped around the waist of her body. There were no boots as to make room for her claws as well. Both the knuckles of her feet and hands were covered with pads with lights. These lights also appeared in select areas of the suit. The slow pitter patter of her bare feet drowned out all the noise around him as she grew near. His thoughts began to wander. 'oh god, those hips, the way they sashay toward me is just so hypnotic, those eyes just grab all of my attention and those lips look so….GAH get a hold of yourself man!'

As he gave a loud breadth of air he voiced his opinion. "I-It looks, verrry good on you." Almost stumbling on his words he continued. "H-how does it feel?

She went low in to a cat pouncing pose and leapt up to the top of the rafters. She elegantly jumped down then performed a few flips and summersaults. She ran toward him and performed a double back handspring into a split to finish. She looked up to see Peter holding up a piece of paper with a ten written on it with cat ears on the zero. As he helped her up she laughed heartily and kept her hands rested on his shoulders. He put a hand up to tell her he forgot something. He pulled a mask from his coat pocket. He held it up over her face and slowly put it on. The mask took the form of cat eyes at the center and the edges thinned on the sides of her upper forehead and lower cheekbones. "There we go, Puuurrrrrrfect…" he chimed in mock cat humor.

She cocked her head to the side and looked at him questioningly. "Flattery gets you everywhere, but don't copy me it's unbecoming."

He chuckled at the banter but noticed she did not mean the joke. He let her go and looked into the reflection of a blank monitor. His eyes were…CATLIKE. His Irises were now so thin you could barely see them as the sclera now composed most of the eye. He quickly backed away from the monitor. His hands suddenly began to cat grow hair. He quickly turned to see Felicia behind him….sniffing him.

"You know I can smell you now. You smell like cat….I like it"

"Felicia you need to listen to me the Isotope got into our systems. It's going to change us drastically."

She petted his hands playfully "Like this you mean"

"Yes, and it is very dangerous and you need to stay here so I can help you."

"It's not so bad I mean now you're like me." She came closer and pulled him into her face. She leaned in her mouth to his ear. "Besides maybe you can be Mr. Black Cat." She kissed him slowly and deviously nipped at his lip. She walked toward the wall and climbed up to an open window. She slyly smirked and spoke to him. "See you around Peter I have a Spider to catch" She leapt out the window to the rooftops outside.

Peter just sat there for a moment and took out a GPS tracking device. On the screen an icon of a tiny Black Cat was moving away.

He grinned slightly and walked away.

"At least she doesn't know what else that suit of hers can do."

Living brain had rolled out of the corridor to interrupt.

"_She can however discover its hidden abilities"_

"You know brain, for how smart you are, you do not know much about subtlety"

"_I am a brain the moves around on treads Mr. Parker"_

"_Touché" _

The next day started with news bulletin about a rich aristocrat in the City had been robbed of his famous diamond collection. Peter figured it would be Cat. Peter was astonished to hear reports of webs being found at the scene and Spider-Man was the number one culprit.

He was now concerned that her spider powers seemed to be coming out. Not a moment later a call came to his house through his secured line. When he picked up the phone it was Captain America on the line.

"Peter we need to have a meeting"

He climbed up to the Avengers Tower he went to the balcony door. Upon opening it to see a table with the members of the Avengers he saw when he awoke in the hospital. He approached the seat to left of him slowly. No one said a word as he made his way. He took off his mask when he sat down. Before he began to speak his vision blurred heavily. He could hear voices calling his name. The voices were getting fainter but he could tell they were calling him frantically. They began to fade from him and soon it was all gone.

Felicia awoke in her bed with the prize of her nights endeavors strewn around her. Admiring her work for only a moment she rose from the bed. The first thing she did was turn her television on to watch the news. To her astonishment the headline read: Avengers tower under siege by spider-man. The headline was followed by footage of the Avengers doing battle with a spider-man with what looked like fur and claws.

"Here I thought it would be hard to find you Spider" She thought to herself.

Setting her new gear provided by Parker Industries, she leapt from her balcony to the streets below. Before she would reach the ground she outstretched her hand to catch a pole to grab but found webs shot out from her wrist. In a moment of panic she ripped it from her wrist. She ungracefully smacked into the pole and began to plummet. She extended her hand and a web stuck to a building before she landed. She swung high and landed on both feet. She looked around to see if anyone saw her and came upon the eyes of a small boy and his mother staring from inside of the adjacent building. With an awkward wave she was off again now swinging from building to building. She may not be a good guy but she was damn sure not to let that fool leave the City defenseless.

At the Avengers tower everyone had become scattered into groups. As soon as Peter had fainted he had shot up with a dangerous glare. His eyes were now slit, fierce and searching for prey. Spider-woman was the first to approach him. She was met with a swing from his hand now having claws and fur. She narrowly dodged them and backed away. He jumped onto the ceiling and hung upside down looking at everyone.

Captain was the first to spring to action. He threw his shield to knock off Peter but he jumped down and slammed his palms onto the meeting table. A large web dispersed and began to cover the entire building. The last words before the room was swallowed whole were:" seal the area off now!"

A rain of debris and glass shards rained on Manhattan citizens, as a burst of webs could be seen spreading from the top room to almost halfway through the building.

Stark enabled the buildings systems to activate the shutters but spider-man was too quick. He had jumped onto the outside of the building before the shutters closed him out. Torch had been on his way already but he got in emergency call to contain spider-man to the tower. He could see him in mid-air and attempted to talk but after seeing his face gave that up. Peter had shot webs at Torch to stop him but torch took them head on and slammed into Peter forcefully pushing him back. They crashed straight through the shutters back into the tower. Torch made the mistake of killing his flames as soon as they landed Peter grabbed his midsection from behind and jumped up slamming Torch's back into the ceiling. Wolverine pounced on to Peter in mid-air to knock him off balance. With him on top he punched Peter in the face quickly knocking him out.

Everyone minus Torch surrounded them. Wolverine breathed with a sigh of relief and laughed. "Hah! got him!" Everyone's celebration was cut short due to the scream that came from Wolverine. He had been pierced in the stomach from the claws Peter plunged into it. In a fit of rage, Wolverine took out his claws and plunged them into Peter's shoulders. He responded with blasting a thick web from his palms effectively pushing him off. Peter used Wolverine's body as a swinging mace and swung him into a circle trying to hit everyone. Wolverine's body was stopped by the Captains shield, this prompted Thor to lunge at Peter. Thor apologized to Peter before smacking Peter in an uppercut with Mjolnir straight through the roof.

News teams in helicopters watching the scene were greeted with Peter's body bursting onto the ceiling. The remaining conscious Avengers appeared one after another on to the roof. Peter stood up slowly and took in his opposition. Lined up to stop him were Captain America, Thor, Stark, Spider-man and Reid Richards. They all looked in bewilderment of the condition of their young ally. Peter Parker covered in fur from head to toe, poised his body in a feline stance. They were lucky the camera crews in the helicopters were facing them from behind Peter lest they subject their comrade to his identity be discovered, although it was already hard to recognize him from the fur. But before anyone could charge they all halted by the sight that appeared behind Peter.

During the time Felicia was approaching the tower her body had begun to hurt slightly and stir in her back. The moment she reached a building adjacent from the tower her body screamed in pain and a tearing sound could be heard from her back. Her shadow now showed she had grown four long spiders like legs on her back. She mustered some strength to lunge onto the tower, her spider legs firmly grasping the building. She took off her mask to see her whole reflection. White spider legs sprouting from her back and her eyes now colored over just as a spider. In a horrid shudder she put her mask back on and began to climb the tower. The only thing going in her mind was the death of Spider-man. The pain reaching an all-time high once she was about to reach the roof when she had lost consciousness.

The Avengers were greeted with the sight of the Black Cat clad in a full black suit and white spider-legs. She held a very similar feral look to Spider-Man. Her eyes had lost all of its natural color, now substituted by nothing but green. To say they were shocked would have been an understatement. There was a brief pause before Black Cat rushed to strike Peter. He reacted by punching a hole in the roof. He was halfway down when he felt something grab his back. Black Cat had been at the top of the hole and web zipped his back. She leapt into the air dragging him out. She pulled hard and threw him into the other hole on the roof. The Avengers scattered away in time before Peter fell through. The two floors below the meeting room burst with smoke and debris from the impact. After watching Black Cat climb into the hole she created the Avengers slowly followed suit. Peter laid in a crater twice his size unconscious. Black Cat stood over his body. In a strange burst, Peter snapped open his feral eyes again and quickly web zipped himself up using Black Cats body to pull him up. She firmly planted the legs into the ground to balance herself. Peter and Black Cat suddenly opened their mouths where spider pincers appeared and in an abrupt both clamped down on each other's neck and a violent crunch gave sound.

In a weird fit both of their respective powers began to recede. As the claws, fur and cat eyes receded from Peter; the legs on Felicia began to recede into her back. Soon the violent twitching seized and both removed their Jaws from the other. In a slow haze the two began to regain consciousness. Felicia's vision returned to her to be greeted with the sight of Peter with a giant gash in his neck. They both mumbled questioningly before collapsing "Peter/Felicia?"

**A/N: If anyone is having trouble imagining what the outfit looks like look up black cat from Spider-man: Shattered Dimensions. Do not fret my fans this installment is being accompanied by another BACK to BACK. So after to you read this please click to the next chapter and ENJOY.**

**As always READ, REVIEW, HATE IT, LOVE IT, FAVORITE IT, and FOLLOW IT. **

**P.S.: An explanation to my longer absence is in the next chapters beginning Authors Note.**


	4. Chapter 4

Chapter 4: The End…or the Beginning? Part 1

**A/N: Plz, plz, plz read the previous chapter before you read this. IT HAS BEEN EDITED. There aren't too many changes BUT key words have been put in so read carefully. I also changed the description with the outfit Felicia is wearing. I decided it was too short, didn't make sense, and boring so I hope you like the longer one. READ ON! **

**Disclaimer: I do not own MARVEL in any way such form or fashion. This story and all of its contents are purely fictitious in every way except for the use of the characters which I do not own. Some plot points used in this story are similar to the things happening in the comic BUT I am NOT copying it. This story was made for my and your personal enjoyment. Have a nice day.**

The Avengers surrounded the unmoving figures of Peter Parker and Felicia Hardy; cautious as to not accidently stir them. Wolverine let out a loud hrumpff at the sight." That serves the kid right." Captain America walked in to examine them both and starting to cut off Wolverine. "Logan now is not the time to be petty over the fight you just lost." Wolverine only grunted and turned to look in another direction; his pride being hurt by the young hero. Seeing as he was done Natasha Romanov came and delivered her inquiry. "What do we do about them?" Captain America gave a long sigh and spoke with a hint of pity in his voice. "I don't know what happened to him or Black Cat but obviously it has to do with the isotope in the report Peter had delivered via flash drive for this meeting. This incident isn't his fault and it shouldn't be seen as such. I believe has been through enough for a long time. You all read the report, yes?" As the adrenaline died down they all remembered how the meeting was supposed to go. They had surmised from the tests and in person evaluation that the loveable Peter Parker was back for real. But seeing him this way today brought pain in the eyes of his comrades. Captain America looked among them with a solemn look before finishing. "It's time we pay back Spider-Man for all of his sacrifice"

Every Avenger was to be made aware of Spider-Man's status. If this situation were to be under control no one was to be kept in the dark. From the Avengers, to the New Avengers and Secret Avengers Spider-man would be safe among his comrades. Captain America, being the highest in command of the available Avengers mobilized any resources they could. Tony Immediately went on the media to ensure everyone that there was nothing to worry about, the events earlier that day were some after-math of the Goblin Nation. He only ensured that the spider mutants on the roof were not indeed the infamous Black-Cat and Spider-Man. Of course the only one to refute on these claims was Jonah Jameson. His heavy disposition against spider-man had fallen on deaf ears in the Big Apple. This only made things easier for Peter.

Though Tony did have the requirements in his laboratory to hold them, instead they decided to discreetly move to Parker Industries. Tony had brought in Reid Richards as a favor; to keep suspicion to a minimum they only left Black Widow and Spider-Woman to keep guard. By the time the sun had fully set Peter had awoken.

He found himself on a surgery table with dimmed lights. As he adjusted to the low light environment Tony Starks voice brought his attention behind him. "Peter, are you in control?"

His voice came in a cautionary tone. Peter had put it together that something terrible had happened. He gave a long sigh before he responded. "It was bad wasn't it?"

"Peter, please answer the question." A moment passed before he answered. "I am, but there is a stinging pain all over my body" To his answer another voice which he recognized as Reid Richards came in from a side of the room. "I think that may be due to the proximity to your partner here" Both men had noticed that Peter had physically winced at the word partner in her referral.

"Let's just call me Spider-Man for here on out, okay Tony, Reid." They didn't understand the request but they agreed anyway. He motioned for his mask and Tony slipped the torn garment over Peter's face.

"Thanks Tony, now on to this crappy predicament. I'll need you to unstrap me." The two shared a concerned glance before Reid slowly made his way over to the bed. He warily reached for each strap and unlaced them while keeping an eye on their friend. Once untied, Peter rose slowly with a heavy grunt of pain. "Geez, I think some of my ribs a broken. I am not healing as fast as I should. The other DNA must still be in my system." Reid brought up a display of Felicia and his bloodwork. "I don't think you two will transform so extremely again but I can't guarantee anything. Whatever 'Superior Spider-Man' planned on doing with this isotope it wouldn't have gone well for him. The concentration of opposing DNA would have immediately overwhelmed him and killed him."

Peter grimaced at the thought of this mutation being anything but bad luck. "I am glad you guys at least went over the files I had brought to the Tower" a nod from the scientist's was enough to confirm his theory. Tony had moved over to their other 'patient' and wanted to get a few things straight. "This suit she's wearing, it patched itself up on its own. Am I to assume that this is nanotechnology?" Peter only gave nod to avoid saying anything dangerous. "My business partner would be furious with me if she knew I had not only finished a prototype but manufactured something already." Tony laughed at the thought and brought the subject back. "Alright, now how do you plan on fixing the problem that is definitely affecting you both?" Peter looked up from his spot against the wall and he turned toward the sleeping form of Black Cat. "Felicia, I know you are awake so there is no point in pretending to be strapped down still let alone unconscious."

"You're a smart one Spider" she mused. Tony and Reid never picked up on the subtle stirrings she had. She was actually slowly easing the straps and loosened them all the way. She sat up right and glared at Spider-Man. "Tell me, why I shouldn't just kill you right now?" He only stared back at her, his emotion covered by the mask.

"I can ask the same of you Felicia Hardy." He stated plainly

She left the bed and walked over to a counter looking at all the objects and chemicals there while she spoke "I….remember we fought on the tower and…I remember seeing a face but I don't know who's. What I want to know is the name of the man that took everything from me." her voice started hesitant but by the end firm. "This, problem has gone on long enough. Some time ago I would have just beat around the bush and drag this out due to other priorities. Not this time, although I have other problems I am making this my top priority. I won't say what happened here because regardless of how I came to run this company I intend to keep it. Felicia go to your hideout and I'll meet you there."

Peter walked over to a light switch and flipped it off. Seconds later he flipped the switch up and she was gone. Tony walked over to Peter and put his hand on his shoulder "are you sure you want to do this Peter, she is going to try and kill you." Peter only chuckled to himself and nodded his head. As peter packed up his clothes Reid chimed in "hey how is it that you know where she is hiding?"

"That suit of hers isn't just for show. Every nanobot on it has a tracking device. I know what I need to do here so I would appreciate it if you guys let me do this. Tell Jessica and Natasha I appreciate the guard duty but I won't need it."

He had been eyeing a device that was tracking the suit. When it stopped on the map he wasn't surprised it was some penthouse. Felicia always had a taste for the best. As skyscraper by skyscraper passed him he couldn't help but think. 'What am I going to tell her, what would she even believe, would she even believe me no matter what I said and all this just made the coming confrontation even harder.

He landed on the adjacent penthouse from the one she had commandeered. He skimmed over the whole place. Some of the lights were on and dim. The curtains fluttered with the wind. Marble floors and columns, if it were not a penthouse he would think it was a palace. On the balcony by the pool is where she stood. The subtle glow of the water illuminated her figure. Even from this far away he could see the slight glow of her eyes in the night. The stare, even from he was one he felt as hatred. Standing firm he stared back. Neither moved until the wind outside suddenly settled. He shot a web right by her to swing himself in. Instead when it landed she grabbed the web and yanked as hard as she could and it dragged him in.

Momentarily soaring through the air he panicked to get a grip on the web. She over powered him at least two fold. When he was close she grabbed him by the neck and slammed him down on the stone. The stone cracked around him with spouts of water landing on his face. The pain was incredibly intense but she slapped a few times to get his attention to her. "Now now, Spider don't go dying right away. I want to enjoy this." she seethed.

"W-what do you want from me" he spoke in pain.

"What do I want from you, that's rich! I want you to feel pain. I want you to suffer as I have. I have nothing left because of you. My name is tarnished, nothing but ridicule for 'finally getting what's coming to her from the mighty Superior Spider-Man." She yelled.

"I'M NOT THE SUPERIOR SPIDER-MAN!" he yelled back.

She didn't see the difference and threw him through a wall. He landed on a marble counter and into the sink. Running water washed her face as he picked himself up. He fell back over in pain, light footsteps crept closer. Suddenly he was grabbed by the collar and flying through the air again. After crashing through several walls he ended up on something soft. By the feel, a temperpedic bed with satin blankets. If his situation hadn't been bad he could easily enjoy falling asleep here. Slowly dragging himself to the floor he grunted in pain from the thud. Normally bare footsteps would be quite the thing to here in this specific room. Sadly he knew it was her. The slight tap from the claws on her feet told him she was coming for him again. As she neared she played with him. "Oh Spidey, where O where art thou? I want to play with you." She entered the bedroom and found him against the dresser. "Oh my poor spidey is injured, is the little kitty to rough" The funny thing was he found her voice very alluring even with the deadly intent. "Felicia….w-what will be….enough" he wasn't begging. He was pleading that she may sate the need to hurt him. Annoyed she again picked him up. He closed his eyes expecting to soar again, but she just plopped him onto the bed. Surprised he craned his head to look but she pushed him back down. She straddled his hips and leaned her face to the mask. She playfully spoke "the bedroom, really romantic…do you remember the first time we had together?" he hesitantly nodded. She then sharply said "Well…this won't be as pleasurable.

A floor below them was gym with many mirrors. The mirrors started to trembled from the continuous blows dealt just above them. Suddenly Peter fell through the floor and landed face first into a barbell weight. His face rebounded on contact with the metal. He groaned to himself "a gym…..god I hate this penthouse…." When Felicia descended to the gym she found Peter crawling away. She angrily stepped to him and turned him over. A swift jab to his face caused him to cough. His mask now torn around his mouth gave him easy access to breathe. She lay him down as he coughed and spit out a tooth. She sneered "Ha, oh the irony, you come here expecting not to fight and you not only lose a tooth but your pride as well." He only shook his head in denial and spit some blood. "I-I knew you wanted to hurt me so I came. I knew that revenge is what you wanted. This place, it made it possible that no one innocent could be in danger from our fight. This was better than any alternative where you went full dark side and became a queen of the underworld." He was extremely out of breath wheezing out his words.

She watched him closely. His chest's hesitation in its rise and fall, some of his ribs were broken. They eye she could see was looking at her with conviction. He wanted her to do it. Frustrated with his reluctance to fight back she peeled him of the floor from his crumpled heap. "Who are you, to pity me like I'm helpless, **who are you, to tell me what I might do, **_**WHO ARE YOU, TO THINK I WILL CARE!" **_

He slowed his breathing and closed his eyes. Reaching up he tugged on a loose part of his mask. Revealing his face to her, his eyes moist, he whispered "I'm Peter Parker… I am someone who fought with you and for you…someone who loved you….and someone who failed you." Her eyes shot wide as a hail of memories flooded her mind.

Her grip tightened to a deathly hold, she couldn't believe what she was seeing. This traitor was once a young man who was just simple photographer. She only loved the mask and not the man. But when he left her for the redhead she was jealous. She didn't care that bland girl had the man but she also got the hero. She didn't deserve the hero. Only the Black Cat did. When their engagement fell through she thought she won. He never gave the same attention to her he used to. When became 'Superior' he out grew her entirely. The hero was too good for the vigilante. He sent her to the bottom so he could to the top.

Hot tears streamed down her face from her own realization. She pulled her fist back and sent an enhanced uppercut to his chin. The blow itself was enough to launch him out of the building entirely. His body slowed when it impacted the marble floor. Still busting through the roof he arced down to the balcony. He created a human imprint from the fall. Still conscious he turned over to the sky. Wishing he couldn't feel pain right now Peter lay still. His senses were completely thrown off from the damage he received. His healing abilities being hindered by the isotope, none of his cuts and bruises mended. He shifted in an attempt to get comfortable but more pain stopped him. She appeared before him, although he had his powers still he didn't even pick up when she got there. She straddled him once again and raised a fist to him.

"This next one will definitely kill you, I-I didn't want to know why you did it because I didn't care. Now that I remember who you are this hurts me so much more. I couldn't…can't believe someone so close could have fooled me like this. I am so foolish for thinking I could trust anyone….a man like you. I was right, I can't trust anyone but myself I will be a queen like I deserve. Now before that I want to know why you did it. No more jokes, no more lies, and no more running away. If you were a man at some point indulge me…one last time…Peter Parker."

**A/N: I know I have been gone along time but I'm not dead. My current beta is actually out of the country so if you are exceptional in English reading, writing, and comprehension PM and I'll send you drafts of my work. If you LAUGHED, CRIED, and LOVED it then I have succeeded. BUT it isn't over yet people. READ IT, REVIEW IT, FAVORITE IT, and FOLLOW it. **


	5. Chapter 5:The end or the beginning part2

**Chapter 5: The End…..Or the Beginning Part 2**

**Title: **A Complicated Flame

**Author: **Golden Husky

**Fandom: **The Amazing Spider-man 2014 comic

**Rating: **Mature

**Disclaimer: ** I do not own the concepts and characters involved in this story. The rights belong to MARVEL and their scriptwriters and comic artists. Most importantly the concept of Spider-man belongs to the One Above All Stan 'THE MAN' Lee. This story is purely fictitious and shouldn't consider events told in this story Canon.

**A/N: I kinda owe my readers a good and very long chapter so enjoy this chapter early!**

Peter Parker was being held off the ground by an old flame. To him, no matter what she did she had not done anything to deserve the betrayal she endured due to his failure. Normally he would just dodge her sexual invitations and playful assaults. What had changed her Peter hoped that he could take her from the brink. If a full life of crime and old age of regret could be averted, Peter didn't care if he died. He had already done enough by revealing his identity. Some of the power that had done the impossible to revive his Aunt May had now gone away. Peter did not know what the consequences were but if the memories that flooded his mind the second he revealed his identity hinted, it could be bad.

To Felicia he had taken too long. She was more than ready to end this. She launched her fist straight toward him. He screamed "WAIT" in the last moment before the blow was to reach its mark. The wind of the impact blew passed his face in a strong gust. If he had not said anything he had no doubt it would have killed him. She lowered the brandished knuckles to her side and raised an eyebrow in question. Peter gathered it was now or never.

"I will tell you what you want to know, but it is up to you whether you believe me or not." Her grip loosened its hold on his neck. She gave him a deadpan stare. She waited a moment longer.

Peter did his best to clear his throat. When he felt he could speak he began his story. "Many months ago I had a battle in the city with Doctor Octopus. The battle ended with him beaten and out of energy to continue living. He died but not without one of his machines transferring our minds to the other's bodies." Felicia's expression changed to an inquisitive glare. Noting it, Peter continued "I was inside of his body when he died. Following that time he assumed my life as this new 'Superior' Spider-man." Felicia physically seethed at the mention of that persona of spider-man. "Unknown to him I had actually survived in the memories that lingered on inside my brain. He went on to create Parker Industries with my partner who loathes me Sajani Jaffrey. He began relationships with various women in my life and most recently Anna Maria Marconi." Harry had been slightly happy to see Felicia's face frown a little in jealous at the mention of other women in his life. "His personality and methods didn't go unnoticed by the Avengers. They did a brain scan and found two separate brain patterns housed inside my cranium. He was barely able to convince anyone he was me. More and more time was spent helping people and making more enemies. Now we get to the part where he 'encountered' you." Her scowl was now evident on her face. "You played…..and he didn't" Peter refused to elaborate on the encounter. "After… you went to prison and I can imagine what happened." She seemed heavily scorned at what he seemed to be implying, but he astonished her with what he said next. "You went in there and put all those lust hungry losers in their place, groveling at your feet and kissing the very ground you walk on." Her angry visage cracked heavily as she accidently giggled lightly at his joke. She then tried to give him a stern look as she said "I said no jokes". He nodded in compliance and moved on. "I started to fight back inside, but he started to feel it and designed a machine to purge me. Even though he seemed to have killed me…again I barely lingered."

To his own surprise her expression lightened the further he got into the story. "The Goblin King and J. Jonah Jameson took action against me, and almost killing Spider-man 2099. Soon as all his work came crumbling down as he could not be the Spider-man New York needed. Losing Spider Island II and many of his resources he was desperate to end the conflict. When he came to fight the Goblin King he lost and I said I could succeed in being the person he couldn't. He ceased to exist inside of my brain and I took control once more. Armed with my own abilities and witty comebacks I won the day. During my time lost in the depths of my memories I didn't know what he had done. From then on to this day I have been trying hard to repair the broken image he created. I know Electro was the cause of the break out. It was only then did I know you were there."

Her face ended up expressionless as he came to this point. He decided to test how much she believed. "I put everything I knew on a flash drive in which I gave to the Avengers the other day. But because of what happened with the isotope we were changed….I can't say more." In attempt to shrug his shoulders a popping sound came and he grunted in pain. He searched her face for any signs of forgiveness. She didn't show any expression at all. He thought he had nothing left to lose and go with one last effort. He started slowly "I….when I was with Mary-Jane my identity was revealed. The effect of that was the death of my Aunt May. I couldn't risk anyone else getting hurt because of me and all my enemies. A being named Mephisto saw Mary-Jane and I together he sought something. He would trade the love we had together for the memory of my identity being known and its repercussions of it. My Aunt May was saved and everyone forgot who I was. The Avengers and all of my hero companions remained unscathed by it because they had known my identity in a natural way. But because it seemed you were deemed an enemy you forgot me too. I have just shortened the life of my aunt by some time with you knowing. I discovered though, that my love for Mary-Jane stayed but I grew to understand it was nothing more than it could be. She was someone I trusted dearly as a friend and lover. She has moved on and now so have I. If revealing the secret saves many lives from what damage you can bring as a criminal queen then I would do it again and again." He started to cough viciously and breathe in hoarse tones.

Felicia brought him over to a light source while holding his neck. His face was becoming devoid of color and dark circles formed in his eyes. He chuckled lightly earning a bewildered look from her. "Why are you laughing?" she wondered. He spoke in a raspy voice "It would seem Felicia, I am going to die. I probably have multiple internal wounds and bleeding inside and out." He laughed some more followed by heavy bloody coughs. After she gave him a concerned look she finally let him go. He fell into a crippled form barely moving. He painfully sat himself up and leaned against the nearest wall. Peter looked up at the sky to look at and enjoy his final view. He looked down and was met with a sad look set on Felicia's features. He weakly smiled and said "I at least know you can be sad about something. That is a relief. I think I can die in peace with that." Her face did not change and he closed his eyes to mull over his death. The silence was interrupted by her voice. "No" it came out sharply. He cracked open an eye to see she was being serious.

"So, you plan on not letting me die peacefully then." He questioned.

"Yes" she deadpanned.

Peter groaned to himself "ooooh, if you're going to do this please do this now." He was patient enough and he was practically wreathing in pain.

"Bite me" she snapped

He opened his other eye to give her a raised expression "excuse me?"

"I said bite me Peter!" she stammered

Peter didn't understand what was going on; the numbness of his body shutting down was affecting his brain now. "I-I really don't understand where this is going, I am still alive right? This isn't some sick hell I have ended up in. Right? Right?! Oh, no it is, god you sick man….or woman…or it-thing oh woe is me I am going to get killed in strange twisted ways over and over…" His dramatic tirade was brought to an abrupt halt by the sound of bare toe and claw tapping impatiently. His glance leaned up to see Felicia leaning to one side with her arms folded and a brow raised. He pulled his hands out in front of him and squinted. "I-I….am alive aren't I…hmmm"

"PETER!"

He put his hands up defensively and tried to get up off the wall. His left leg was first but as he set pressure on his right it snapped and he almost fell over. She caught him by his arm and supported him with her shoulder. She motioned to have him face her while he kept pressure off of his broken leg. They looked at each other with opposite expressions. One was entirely devoid of empathy and one all too much emotion. She rolled her eyes leaned her head to the right and moved her hair out of the way leaving her neck open. Peter, finally understanding what she meant undid her collar and bare his teeth for her neck. He hesitated however he looked back to her and asked "have thought about this at all?" She immediately retorted "I'm playing it loose and taking my chances…." She didn't want to meet his eyes. He didn't say anything, he only smiled and turned back to her neck. Something in him urged him to take a bite. He felt his mind blank for a moment as pincers formed in his mouth and he bit down. In a hazy sensation Felicia felt that she liked it. What had come over her before in this closeness had returned to her. Her canines lengthened to fangs and she returned his bit.

Fits of spasms and blood spurts echoed on the rooftop. Residents below had already called the authorities about the disturbance but the sounds of strange creatures 'feeding' only worsened the situation. Peter and Felicia then felt a force push them out of the physical world. They experienced each other's memories starting from the time they met know. All of the feelings they felt for one another, and others. Peter felt guilty to feel the feelings of utter shock and betrayal she had seeing her webbed by 'Superior Spider-man'. Together they saw what she had become in her time in prison and how it changed her when she escaped. The coldness in her eyes scared the both of them. What happened next was what each put up with during his return as the original Spider-man. She, dwelling in the remnant criminal underground and he, proving to everyone he was indeed Peter Parker. Peter was fearful as he experienced the sheer coldness and uncaring nature she regarded in killing him. Felicia watched slightly confused as to how Peter was as shy as he always was being around her. The isotope incident was an accident and everything after he couldn't help but be the same man she knew. She was jealous, they both had to gain entire life back and he got farther by being who he always was good…and funny. The last thought made her roll her eyes. She wondered to herself if she could be on top of the world without standing over anyone.

They were back in their bodies now, slowly releasing their predatory grips from one another. Fresh blood dripped from their lips. They turned to look each other in the eye. Their eyes were still the same and glowing green in the night. Their focus so intense it seemed the world was black and all they could see was the glow in each other's eyes. Together, a level of understanding literally impossible to achieved was done, albeit synthetically. Their neck wounds sizzled with light smoke billowing at the entrance. The open cuts on his body began to seal themselves up as well. Peter recoiled as he felt his internal wounds undo themselves. He was breathing heavily and sweating profusely. He quickly grabbed hold of Felicia. He cursed himself for not feeling it earlier. "F-felicia, d-did you tell anyone you were going to kill me here?" Felicia smacked her head as she now remembered that she had called multiple news stations after the Avengers Tower incident. She told them she would kill Spider-man and come and see her victory. Peter opened his eyes wide and panicked "I-I know what you just remembered, oh damn I forgot about that stupid mental link." He thought to himself 'great I bet it is even more potent now, there goes any privacy I remotely have.' Knowing what he thought she quickly retorted. "Hey! It's not like I asked for this okay. Besides it's not like you have a secret I don't know about now!" Their bickering continued for another five minutes. They wasted so much time the police had arrived. An NYPD helicopter flew overhead with multiple news choppers in pursuit. When the search lights began to illuminate the penthouse Peter scrambled looking for his mask. "Shit, I can't find my mask…where is…" He stopped as Felicia pulled out the mask from her belt. He put the tattered garment over his face and sighed contently. He looked at her somberly before saying "you know… you are a huge pain in the ass…but I'm not going to throw you under the bus now." She smiled happily at him before retorting "Getting all emotional now are we spider…that's my Peter but it's not like I wouldn't see it coming." She tapped a finger to her temple.

On the news a leveled penthouse had the duo with the headline 'spider-man defeated?' but as they got on scene they found something quite strange. A beaten spider-man was being supported over Black Cat's shoulder. They quickly retreated into the dim lit rooftops in the opposite direction. The copters were only able to keep up for but a few moments. Not only huge waste of time they completely disregarded the collapsing penthouse.

Captain America was watching on a monitor with Tony Stark and Spider-Woman behind him. "Good enough for you boss?" Jessica asked. Captain America shut off the monitor and lowered his mask. He turned to both of them and nodded. Black Cat had been cleared, for now. Tony sat back in a chair exasperated. "This kid is going to be the death of me Jessica." Jessica just laughed it off as Tony got up to fix himself a hard drink.

"Peter…where are we?" Felicia had been lead blindly into an apartment. The furnishings weren't too bad. Even with the high standard she held she found this was quite 'homey' She quickly figured out why. A purring brought her gaze to her leg. One of her old places cats were nudging her and meowing. "Peter… is this…one of my cats?" His voice came out from another room.

"Yeah… when I found out your stuff had been seized I went to the pound where your cat's were sent. This was the only one that hadn't been adopted yet. This is my apartment by the way. It isn't too extravagant but it was better than where I was before." She didn't respond to him as she picked up the white fur ball and gingerly petted it.

Peter was changing his clothes in his room. When he tried to peel his suit away carefully he winced in pain. In frustration he took it by a tear and ripped off the suit. Blue bruises and cuts covered his abs and pectorals. He tried to smile in his reflection but a bruised face and cut lip diverted the attempt. He resided to just a regular pair of jeans and walked out of his room shirtless.

The expectation was that the atmosphere was going to be awkward. When both caught sight of the other they just laughed. Felicia was awkwardly sitting on his couch petting her cat still in her catsuit. Peter was walking around shirtless with a beat up body. Peter slightly staggered to his fridge and produced a milk carton. Going through his cupboard he took out a tiny bowl and filled it to the brim. He set it down and called the white cat with a whistle. It's purring ceased as it rose from the cat woman's lap and pattered over to the creamy drink. They both awkwardly observed the oblivious creature. The only noise being the lapping of the liquid. Peter took staggered steps toward the couch and gently lay himself on it placing his head on her lap. Felicia rose an eyebrow an gave him a curious stare. "What?"

"You know I just tried to kill you earlier right? And this isn't awkward to you at all." He closed his eyes and replied.

"I don't think I care really, we're stuck with each other now so deal with it. This pillow has the greatest view anyway." The end of the statement had a sly tone to it. She curled her lip at his nonchalance and nicked his cheek with a claw. He grimaced but it didn't deter him. He settled into her lap some more and sleep took him soon after.

Completely flabbergasted by his utter disregard for the past hour had astonished her. A thought entered her mind that this wasn't the same spider-man she knew. So assertive and uncaring- but she set that aside as she realized it was just his absolute stubborn nature. She let off a light huff and gently sat up laying his head back down gently. The only light source being the city outside, she maneuvered around his chairs to the sliding door. Lifting the latch she slid it open and padded outside. She rested her elbows on the edge and observed the city before her. In the bustling lights ahead she found a sense of comfort. To the other side was downtown where the criminal underground took its root. From the sirens echoing in the streets below it symbolized the constant strife to the city. She loved the danger of it all, power at her fingertips, wealth beyond measure, but a life on the run with no real friends at her back. Her reputation was all she had. It no longer existed as she was burned; by none other than the man happily sleepy away behind her. Looming over the city right here lay her only chance to choose one or the other. Her internal conflict turned her gaze to the self-sacrificing jokester inside. 'That cute, smart, handsome, sexy…and loveable dumbass, how he has wrapped in his web I'll never understand.' She mused as she made her choice. Retreating back into the apartment she took quiet strides back to her companion.

Watching him sleep brought a small smile on her features. When a sultry thought crept into her mind it turned into a Cheshire grin. Peter's face turned into a frown. It was as if he knew what she was thinking while he slept. She deviously formulated her 'revenge' while the web head began to sweat. Unable to wake up he was prey to whatever dirty agenda she had planned for him…

**A/N: Umm so I've been working on this here and there. It hasn't been edited that much so what's there is what I have out. I already know what is going to happen in the next chapter. If I get home at a time that I am able still stand the next chapter will be here by the end of the day. **

**READ IT, REVIEW, FOLLOW IT, FAVORITE IT AND ETC… Love you guys!**


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